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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2008
HEICO Corporation
(Exact name of registrant as specified in its charter)
Florida 1-4604 65-0341002
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3000 Taft Street, Hollywood, Florida 33021
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (954) 987-4000
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In October 2006, the Board of Directors of HEICO Corporation (the "Company")
established the HEICO Corporation Leadership Compensation Plan (the "Plan"), a
nonqualified deferred compensation plan. The Plan provides eligible employees,
officers and directors of the Company the opportunity to voluntarily defer base
salary, bonus payments, commissions, long-term incentive awards and directors
fees, as applicable, on a pre-tax basis.
In September 2008, the Board of Directors of the Company approved an amendment
to the Plan to provide for the elective deferral of the portion of director fees
which are used to purchase shares of Company common stock pursuant to the
Company's director compensation policy.
On December 15, 2008, the Board of Directors of the Company approved additional
amendments to comply with the final Section 409A regulations issued by the
Internal Revenue Service, which become effective January 1, 2009. A copy of the
Plan, as amended and restated, is attached as Exhibit 10.1 to this Current
Report on Form 8-K and the terms of which are hereby incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
10.1 HEICO Corporation Leadership Compensation Plan effective
October 1, 2006, as Amended and Restated, effective
January 1, 2009.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEICO CORPORATION
Date: December 16, 2008 By: /s/ THOMAS S. IRWIN
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Thomas S. Irwin,
Executive Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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10.1 HEICO Corporation Leadership Compensation Plan effective
October 1, 2006, as Amended and Restated, effective
January 1, 2009.